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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 2, 1997
FILENE'S BASEMENT CORP.
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
MASSACHUSETTS 0-19149 04-3016773
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification
Incorporation) No.)
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40 WALNUT STREET 02181
WELLESLEY, MASSACHUSETTS
(Address of principal executive offices) (Zip Code)
(617) 348-7000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On June 2, 1997, Filene's Basement Corp., a Massachusetts corporation
(the "Company"), announced the appointment of W. Jay Carothers, effective June
20, 1997, as a director and as President and Chief Operating Officer of the
Company. The Company also announced that, effective June 20, 1997, Mone Anathan,
III, currently the President and Chief Operating Officer of the Company, will
become Vice Chairman of the Board of Directors and Chairman of the Executive
Committee. A press release announcing these management changes is attached
hereto as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
The exhibits listed in the Exhibit Index filed as part of this report
are filed as part of or are included in this report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FILENE'S BASEMENT CORP.
Date: June 4, 1997 By: /s/ Steven R. Siegel
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Steven R. Siegel
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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99 Press Release, dated June 2, 1997, relating to changes in
management.
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EXHIBIT 99
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FOR IMMEDIATE RELEASE
Date: June 2, 1997
Contact: Steven R. Siegel, Executive V.P./CFO
Telephone: (617) 348-7100
Facsimile: (617) 348-7130
Filene's Basement Reports Appointment of New President
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Wellesley, Massachusetts - June 2, 1997 - Filene's Basement Corp. (NASDAQ-BSMT)
announced today that W. Jay Carothers, currently President of Federated
Merchandising Group (FMG) will be joining the Company as a member of the Board
of Directors, President and Chief Operating Officer, succeeding Mone Anathan
III, who has chosen to reduce his time commitment to the Company as part of a
previously planned early retirement program. Mr. Carothers' appointment will
become effective June 20, 1997.
Samuel Gerson, Chairman and Chief Executive Officer, Jay Carothers as Chief
Operating Officer and Jim Anathan as Vice Chairman of the Board of Directors and
Chairman of the Executive Committee will occupy the Office of the Principals.
Steve Siegel will continue in his role as Executive Vice President and Chief
Financial Officer, Treasurer & Secretary.
In commenting on the appointment, Gerson said "We are extremely pleased to have
attracted a person of Jay's caliber. His management experience and track record
speak for themselves and I am confident that he will be a great asset to the
Company. At the same time, over the next several years, we will have the
continued benefit of Jim Anathan's assistance in the transition as well as his
counsel as he gradually phases out of the daily operations of the business. This
is a win, win situation for Filene's Basement."
Anathan, who has led the operations of the Company since 1983, had previously
decided that upon the conclusion of the Company's successful repositioning and
return to profitability, he would seek early retirement from an extensive and
successful business career in the retail sector.
When contacted, Anathan commented "As a director and a principal of the Company,
I look forward to an ongoing relationship with my friend and partner, Sam
Gerson, as well as the opportunity, although on a more limited basis, to
participate in the future success of Filene's Basement. Additionally, as I begin
this new phase of my
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life, I will also have the opportunity to pursue other interests outside the
realm of retailing. After more than 30 years in this business, I think it's time
for a change."
Carothers brings to the Basement an extensive finance and operating background.
His career started after a seven year tour of duty with the US Navy. He received
his Bachelor of Science degree in engineering from the Naval Academy and an MBA
degree in Marketing at the Citadel. Prior to his responsibilities at Federated,
Jay had been a Vice Chairman of Macy's Corporate Product Development and World
Wide Sourcing. Previously, he served in the capacity of VP Operations of Izod
and Director and Chief Financial Officer of Mast Industries - Far East Division.
He was also Vice President, Finance and Operations for Phillips Petroleum
Company's Asian and Middle East operations.
Carothers is a board member of the Metropolitan New York USO and is on the
Advisory Board of Auburn University. He, his wife, Lisa, and his son, Jason,
will reside in Dover, MA.
Mone (Jim) Anathan was named President of Filene's Basement in January of 1984
after having served as Senior Vice President of Gold Circle, a prior Division of
Federated Department Stores. He and his partner, Sam Gerson, led the management
buyout of Filene's Basement in 1988 and took the Company public in 1990.
In addition to serving on the Board of Directors of Filene's Basement, Anathan
serves on the boards of Brookstone, Crane Co., Medusa Corporation, Harvard
Pilgrim Health Plan, Beth Israel Deaconess Hospital, and the Shelter.
Filene's Basement Corp. operates speciality stores, which offer focused,
quality, branded assortments of men's and women's apparel, at prices generally
20 - 60 percent below department and specialty store regular prices.
